Exhibit 4.9


 


CONFIRMATION


 


	
  Date:

  	
   

  	
  June 23,
  2004

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  GE Capital
  Credit Card Master Note Trust (“Party B”)

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  AIG
  FINANCIAL PRODUCTS CORP. (“Party A”)

  
	
   

  	
   

  	
   

  
	
  Transaction
  Reference Number:

  	
   

  	
  562728

  



 


The purpose of this letter
agreement is to set forth the terms and conditions of the Transaction entered
into between us on the Trade Date referred to below.  This letter constitutes a “Confirmation” as referred to in the
Master Agreement specified below.


 


The definitions and provisions
contained in the 2000 ISDA Definitions (as published by the International Swap
and Derivatives Association, Inc., as such definitions are modified and amended
by the Schedule to the Master Agreement) (the “Definitions”) are
incorporated into this Confirmation.  In
the event of any inconsistency between those definitions and provisions and
this Confirmation, this Confirmation will govern.


 


This Confirmation supplements,
forms a part of, and is subject to, the ISDA Master Agreement dated as of June
23, 2004, as amended or supplemented from time to time (the “Master
Agreement”) between you and us.  All
provisions contained in the Master Agreement shall govern this Confirmation
except as expressly modified below.


 


The capitalized terms used
herein and not otherwise defined herein, in the Master Agreement or in the
Definitions shall have the meanings assigned to them in the Master Indenture,
dated as of September 25, 2003, among Party B, as Issuer and Deutsche Bank
Trust Company Americas, as Indenture Trustee, as supplemented by the Indenture
Supplement, dated as of June 23, 2004, among Party B, as Issuer and the
Indenture Trustee, both as amended or supplemented from time to time (the “Indenture”).


 


The terms of the particular
Transaction to which this Confirmation relates are as follows:


 


	
  Type of
  Transaction:

  	
   

  	
  Class C
  Notes Interest Rate Swap

  
	
   

  	
   

  	
   

  
	
  Notional
  Amount:

  	
   

  	
  As of any
  date, (a) USD52,500,000, minus the aggregate amount of principal payments
  made to the Class C Noteholders on or prior to such date.

  
	
   

  	
   

  	
   

  
	
  Trade Date:

  	
   

  	
  June 21,
  2004

  
	
   

  	
   

  	
   

  
	
  Effective
  Date:

  	
   

  	
  June 23,
  2004

  
	
   

  	
   

  	
   

  
	
  Termination
  Date:

  	
   

  	
  The earlier
  of (i) the Payment Date occurring in June 15, 2010; (ii) the Payment Date on
  which the Notional Amount is reduced to zero and (iii) an Early Termination
  Date.

  



 


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  Payment
  Date:

  	
   

  	
  August 15,
  2004 and the 15th day of each calendar month thereafter.

  
	
   

  	
   

  	
   

  
	
  Calculation  Period:

  	
   

  	
  Initially,
  the period from and including the Effective Date to but excluding, August 15,
  2004, and for each period thereafter, from and including each Payment Date to
  but excluding the following Payment Date.

  
	
   

  	
   

  	
   

  
	
  Business Day
  Convention:

  	
   

  	
  Following

  
	
   

  	
   

  	
   

  
	
  Business
  Day:

  	
   

  	
  New York,
  London, Connecticut and Georgia

  
	
   

  	
   

  	
   

  
	
  Fixed Rate
  Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fixed Rate Payer:

  	
   

  	
  Party B

  
	
   

  	
   

  	
   

  
	
  Fixed Rate Payer

  	
   

  	
   

  
	
  Payment Date:

  	
   

  	
  Each Payment
  Date

  
	
   

  	
   

  	
   

  
	
  Fixed Rate Payer

  	
   

  	
   

  
	
  Period End Dates:

  	
   

  	
  Last day of
  each Calculation Period, with No Adjustment to Period End Date.

  
	
   

  	
   

  	
   

  
	
  Fixed Rate:

  	
   

  	
  3.736% per
  annum

  
	
   

  	
   

  	
   

  
	
  Fixed Rate Day

  	
   

  	
   

  
	
  Count Fraction:

  	
   

  	
  30/360

  
	
   

  	
   

  	
   

  
	
  LIBOR
  Floating Rate Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LIBOR Floating Rate Payer:

  	
   

  	
  Party A

  
	
   

  	
   

  	
   

  
	
  LIBOR Floating Rate Payer

  	
   

  	
   

  
	
  Payment Dates:

  	
   

  	
  Each Payment
  Date

  
	
   

  	
   

  	
   

  
	
  LIBOR Floating Rate Payer

  	
   

  	
   

  
	
  Period End Dates:

  	
   

  	
  The last day
  of each Calculation Period, with Business Day Convention applicable.

  
	
   

  	
   

  	
   

  
	
  Reset Date:

  	
   

  	
  The first
  day of each Calculation Period

  
	
   

  	
   

  	
   

  
	
  LIBOR Floating Rate:

  	
   

  	
  USD-LIBOR-BBA

  
	
   

  	
   

  	
   

  
	
  Initial LIBOR Setting:

  	
   

  	
  1.37597%

  
	
   

  	
   

  	
   

  
	
  Designated Maturity:

  	
   

  	
  One month,
  except for the first Calculation Period, which shall be determined by Linear
  Interpolation.

  
	
   

  	
   

  	
   

  
	
  Spread:

  	
   

  	
  None

  



 


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  LIBOR Floating Rate Day

  	
   

  	
   

  
	
  Count Fraction:

  	
   

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
  Compounding:

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  
	
  Calculation
  Agent:

  	
   

  	
  Party A

  
	
   

  	
   

  	
   

  
	
  Account
  Details

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Payments to Party A:  To be provided in written instructions.

  
	
   

  
	
  Payments to Party B:  To be provided in written instructions.

  



 


[Signature Page Follows]


 


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Please confirm
that the foregoing correctly sets forth the terms of our agreement by executing
the copy of this Confirmation enclosed for that purpose and returning it to us.


 


 


	
   

  	
   

  	
  AIG FINANCIAL PRODUCTS CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James D.
  Haas

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James D.
  Haas

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
						



 


 


Accepted and confirmed as of

the date first above written:


 


 


	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST

  	
   

  
	
  By:  The Bank of New York
  (Delaware), not in its individual capacity, but solely as Trustee

  	
   

  
	
   

  	
   

  
	
  By 

  	
  /s/Kristine
  K. Gullo

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Kristine K.
  Gullo

  	
   

  
	
   

  	
  Title:

  	
  Asst. Vice
  President

  	
   

  
					



 


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